8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported): June 4, 2009

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-12691
(Commission file number) 22-2286646
(I.R.S. Employer Identification No.)

2105 CityWest Blvd, Suite 400
Houston, Texas 77042-2839
(Address of principal executive offices, including Zip Code)

(281) 933-3339
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 7.01. Regulation FD Disclosure.

     On June 4, 2009, ION Geophysical Corporation (the “Company”) issued a news release announcing the closing of the private placement of an aggregate of 18,500,000 shares of the Company’s common stock at a purchase price per share of $2.20, representing total gross proceeds of approximately $40.7 million, and the Company’s view of its estimated ranges for 2009 results of operations. A copy of the press release is attached as Exhibit 99.1.

     The information contained in this Item 7.01 and Exhibit 99.1 of this report (i) is not to be considered “filed” under the Securities Exchange Act of 1934, as amended, and (ii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the SEC under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.
	Not applicable.
(b)	Pro forma financial information.
	Not applicable.
(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits.

Exhibit Number		Description
	99.1	Press Release dated June 4, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 5, 2009	ION GEOPHYSICAL CORPORATION
	By:	/s/ DAVID L. ROLAND David L. Roland
		Senior Vice President, General Counsel and
		Corporate Secretary

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press Release dated June 4, 2009.

EX-99.1

Exhibit 99.1

ION Announces Closing of $40.7 Million Private Placement

Company Increases 2009 Guidance

HOUSTON, TX — June 4, 2009 — ION Geophysical Corporation (NYSE: IO) today announced that it has closed on the private placement of 18,500,000 shares of its common stock at a purchase price of $2.20 per share. ION will use the approximately $38.0 million in net proceeds from the private placement, along with approximately $3.0 million in cash on hand, to repay in full its bridge loan under a Bridge Loan Agreement dated December 30, 2008, with Jefferies Finance LLC.

ION has provided Jefferies Finance LLC with a required pre-payment notice. By repaying the bridge loan prior to its maturity, ION will avoid certain duration payments it would have been required to pay in connection with the loan and reduce its future cash interest expenses. After retiring the bridge loan, outside of normal trade payables, ION will not have any outstanding indebtedness maturing prior to 2013.

Brian Hanson, Executive Vice President and Chief Financial Officer, commented, “The private placement and pre-payment of the bridge loan have the effect of increasing shares of common stock outstanding by 18,500,000 and decreasing our 2009 annual interest expense related to our outstanding debt by approximately $5.4 million. As a result, we now anticipate 2009 interest expense of between $30.0 million and $35.0 million. After applying these changes, we now anticipate 2009 earnings (losses) of between ($0.01) and $0.15 per diluted share if we exclude approximately $0.25 per diluted share of special charges taken in the first quarter related to impairments of our intangible assets and severance charges, and between ($0.10) and ($0.26) per diluted share if we include the special charges. We are very pleased that our investors continue to demonstrate their support for our business, strategy and prospects.”

Barclays Capital acted as exclusive placement agent for ION on the private placement. A reconciliation of the first quarter special charges can be found in the tables following ION’s press release issued on May 6, 2009 regarding its first quarter 2009 results of operations.

About ION

ION is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings allow E&P operators to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and enable seismic contractors to acquire geophysical data more efficiently. Additional information about ION is available at www.iongeo.com.

Contacts

ION (Investor relations)
Chief Financial Officer
Brian Hanson, +1 281.879.3672

The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements concerning estimated earnings per share for fiscal 2009 and estimated annual interest expense for fiscal 2009. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; risks associated with the economic downturn and the volatile credit environment; risks associated with the integration of ARAM’s business; risks associated with the Company’s level and terms of indebtedness; risks associated with competitors’ product offerings and pricing pressures resulting therefrom; the relatively small number of customers that the Company currently relies upon; the fact that a significant portion of the Company’s revenues is derived from foreign sales; the risks that sources of capital may not prove adequate; the Company’s inability to produce products to preserve and increase market share; collection of receivables; and technological and marketplace changes affecting the Company’s product line. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2008 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

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